In the news release, Broadstone Acquisition Corp. Expects to
Close Business Combination with Vertical Aerospace on December 16, 2021, issued Dec. 13, 2021 by Broadstone Acquisition Corp.
over PR Newswire, we are advised by the company that Shareholders
should submit their vote promptly and no later than 11:59 p.m. New
York time on December 13,
2021, not December 15, 2021 as
originally issued inadvertently. The complete, corrected release
follows:
Broadstone Acquisition Corp. Expects to Close Business Combination
with Vertical Aerospace on December 16, 2021
- Broadstone Acquisition Corp. and Vertical Aerospace expect to
complete their business combination, subject to Broadstone
shareholder approval and the satisfaction or waiver of other
closing conditions
- Extraordinary general meeting of Broadstone shareholders to be
held on December 14, 2021, at
10:00 AM, New York time
- Gross proceeds of at least $300
million including a fully committed PIPE predominantly from
key strategic investors including American Airlines, Avolon,
Rolls-Royce, Honeywell, and Microsoft's M12
- Transaction will provide required capital to certify the
VA-X4, develop a manufacturing facility and build out Vertical's
commercial platform and scale production
- Vertical Aerospace is one of the world's leading aeronautical
engineering businesses and is developing an electric Vertical
Take-Off and Landing (eVTOL) aircraft, the VA-X4
- Redeeming shareholders may elect to withdraw their redemption
by contacting Continental Stock Transfer & Trust Company at any
time until the extraordinary general meeting of Broadstone
shareholders
LONDON, Dec. 13, 2021 /PRNewswire/ -- Broadstone
Acquisition Corp. (NYSE: BSN, BSN-UN and BSN-WT) ("Broadstone"), a
special purpose acquisition company, today announced that, subject
to shareholder approval and the satisfaction or waiver of other
closing conditions, it expects to complete its previously announced
business combination with Vertical Aerospace Ltd. ("Vertical"),
raising at least $300 million in
gross proceeds.
Vertical's VA-X4 aircraft is a four passenger, one pilot eVTOL
projected to be capable of transporting a pilot and four passengers
across distances of a range over 100 miles at top speeds of over
200 miles per hour, while producing minimal noise and zero
operating emissions, with low cost per passenger mile.
Vertical is targeting the highest global certification for its
VA-X4, which is expected to achieve the equivalent safety standard
of a passenger jet by 2024 (based on the expected standards
promulgated by the CAA and EASA).
The VA-X4 is expected to open up advanced air mobility to a
whole new range of passengers and transform how we travel. Find out
more: www.vertical-aerospace.com
Proxies received to date indicate shareholder support for all
proposals to be voted on at the Extraordinary General Meeting of
shareholders. However, shareholders may change or revoke their
proxies prior to or at the Extraordinary General Meeting.
Stephen Fitzpatrick, Founder and
CEO of Vertical Aerospace said: "The closing of this listing
will be a landmark moment for Vertical Aerospace. We have some of
the industry's leaders as our partners and a world-class team that
can make zero emission aviation a reality. It will be fantastic to
reach this milestone and I am so proud of what the team has
achieved."
Hugh Osmond, Chairman of
Broadstone said: "Vertical Aerospace is revolutionizing air
transport and pioneering cutting-edge technologies that will change
the way that people travel - and support the path towards Net Zero.
We are pleased to be in a position to close this business
combination and excited for the future of Vertical
Aerospace."
Broadstone also announced that shareholders who have elected to
redeem their shares may withdraw their redemption requests at any
time until the vote in connection with the business combination at
the Extraordinary General Meeting which is scheduled to be held
virtually via a webcast www.virtualshareholdermeeting.com/BSN2021
and in New York on December 14, 2021, at 10:00 AM, New
York time, at the offices of Winston & Strawn LLP, 200
Park Avenue, New York, NY 10166.
Shareholders who wish to withdraw a redemption request should
contact Broadstone's transfer agent, Continental Stock Transfer
& Trust Company, by email
at mzimkind@continentalstock.com.
Broadstone Shareholder Vote
Shareholders who own shares of Broadstone as of the record date
of November 10, 2021 should submit
their vote promptly and no later than 11:59
p.m. New York time on
December 13, 2021. Shareholders who
need additional copies of proxy materials, to obtain proxy cards or
have questions regarding the proposals to be presented at the
Extraordinary General Meeting may contact D.F. King toll-free at
(800) 515-4479 (individuals) or (212) 269-5550 (banks and
brokers) or send an email to BSN@dfking.com.
The proxy statement/prospectus is available at www.sec.gov.
Broadstone shareholders are encouraged to read the definitive proxy
statement/prospectus as it contains important information about the
proposed transaction and the proposals to be voted on at the
Extraordinary General Meeting.
The business combination, if approved by Broadstone's
shareholders, is expected to close on December 16, 2021. Vertical expects its ordinary
shares and warrants to be listed on the New York Stock Exchange
under the symbols "EVTL" and "EVTLW", respectively.
About Vertical Aerospace
Vertical is pioneering electric aviation. The company was
founded in 2016 by Stephen
Fitzpatrick, an established entrepreneur best known as the
founder of OVO, a leading energy and technology group and
Europe's largest independent
energy retailer. Over the past five years, Vertical has focused on
building the most experienced and senior team in the eVTOL
industry, who have over 1,700 combined years of engineering
experience, and have certified and supported over 30 different
civil and military aircraft and propulsion systems.
Vertical's top-tier partner ecosystem is expected to de-risk
operational execution and its pathway to certification, allow for a
lean cost structure and enable production at scale. Vertical has
received conditional pre-orders for a total of up to 1,350 of its
VA-X4 aircraft from American Airlines, Avolon, Bristow and
Iberojet, which includes conditional pre-order options from Virgin
Atlantic and Marubeni, and in doing so, is creating multiple
potential near term and actionable routes to market. In
June 2021, Vertical announced a SPAC
merger with Broadstone Acquisition Corp (NYSE: BSN). Find out more
here.
About Broadstone Acquisition Corp.
Broadstone Acquisition Corp. (NYSE: BSN) was set up by
serial entrepreneurs, operators and investors, Hugh
Osmond, Edward Hawkes, and Marc Jonas. It was
established to combine with a UK/European business with a strong
management team, significant growth prospects, and the opportunity
to become a market leader in its sector. Broadstone's executive
team has an extensive track record in value creation. The
combination of a strong internal team, a network of external
resources and the experience of the management team enables
Broadstone to support rapid, substantial, and lasting growth.
For more information
Vertical Aerospace – UK/Europe - Nepean
Gavin Davis
- gdavis@nepean.co.uk
Samuel Emden
- semden@nepean.co.uk / +447816 459 904
Vertical Aerospace – USA -
FTI
Hamm Hooper & Kayt Pitts - verticalaerospace@fticonsulting.com
/ +1 773 786 7286
Broadstone - Edelman
Iain Dey & Olivia
Adebo - Broadstone@Edelman.com / +44 7976
295906
Additional Information and Where to Find It
This communication relates to a proposed business combination
between Vertical Aerospace Group Ltd. (together with its
affiliates, "Vertical") and Broadstone Acquisition Corp.
("Broadstone") (the "proposed business combination"). This
communication does not constitute (i) solicitation of a proxy,
consent or authorization with respect to any securities or in
respect of the proposed business combination or (ii) an offer to
sell or exchange, or the solicitation of an offer to buy or
exchange, any security of Vertical, Broadstone or any of their
respective affiliates, nor shall there be any sale of securities in
any jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
This communication does not contain all the information that
should be considered concerning the proposed business combination
and is not intended to form the basis of any investment decision or
any other decision in respect of the proposed business combination.
Before making any voting or investment decision, investors and
security holders are urged to read the registration statement, the
proxy statement/prospectus and all other relevant documents filed
or that will be filed with the U.S. Securities and Exchange
Commission ("SEC") in connection with the proposed business
combination as they become available because they will contain
important information about the proposed business combination.
In connection with the proposed business combination, Vertical
has filed a registration statement on Form F-4 with the SEC, which
includes a proxy statement of Broadstone in connection with
Broadstone's solicitation of proxies for the vote by Broadstone's
shareholders with respect to the proposed business combination and
a prospectus of Vertical. Broadstone also will file other documents
regarding the proposed business combination with the SEC.
Broadstone's shareholders and other interested persons are advised
to read the definitive proxy statement/prospectus and documents
incorporated by reference therein filed in connection with the
proposed business combination, as these materials will contain
important information about Vertical, Broadstone, and the proposed
business combination. The definitive proxy statement/prospectus and
other relevant materials for the proposed business combination were
mailed on December 2, 2021 to
shareholders of Broadstone as of the record date for the
extraordinary general meeting.
Shareholders and investors will be able to obtain free copies of
the registration statement, proxy statement/prospectus and all
other relevant documents filed or that will be filed with the SEC
by Vertical and Broadstone through the website maintained by the
SEC at www.sec.gov, or by directing a request to:
info@broadstoneacquisitioncorp.com. In addition, the documents
filed by Vertical may be obtained free of charge from Vertical's
website at https://vertical-aerospace.com/ or by written request to
Vertical at Vertical Aerospace Group Ltd., Unit 1, Camwal Court,
Chapel Street, Bristol, BS2 0UW,
and the documents filed by Broadstone may be obtained free of
charge by directing a request to:
info@broadstoneacquisitioncorp.com.
Participants in Solicitation
Vertical and Broadstone and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from Broadstone's shareholders in
connection with the proposed business combination. Additional
information regarding the interests of those persons and other
persons who may be deemed participants in the proposed business
combination may be obtained by reading the proxy
statement/prospectus regarding the proposed business combination.
You may obtain free copies of these documents as described in the
preceding paragraph.
Cautionary Statement Regarding Forward-Looking
Statements
This communication includes "forward-looking statements" within
the meaning of the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995. Broadstone's and
Vertical's actual results may differ from their expectations,
estimates and projections and, consequently, you should not rely on
these forward-looking statements as predictions of future events.
Words such as "expect," "estimate," "project," "budget,"
"forecast," "anticipate," "intend," "plan," "may," "will," "could,"
"should," "believes," "predicts," "potential," "continue" and
similar expressions (or the negative versions of such words or
expressions) are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, Broadstone's and Vertical's expectations with respect
to future performance and anticipated financial impacts of the
proposed business combination, the satisfaction of the closing
conditions to the proposed business combination, and the timing of
the completion of the proposed business combination. These
forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially from those discussed in the forward-looking statements.
Most of these factors are outside Broadstone's and Vertical's
control and are difficult to predict. Factors that may cause such
differences include, but are not limited to: (1) the occurrence of
any event, change, or other circumstances that could give rise to
the termination of the definitive business combination agreement
(the "Agreement"); (2) the outcome of any legal proceedings that
may be instituted against Broadstone and Vertical following the
announcement of the Agreement and the transactions contemplated
therein; (3) the inability to complete the proposed business
combination, including due to failure to obtain approval of the
shareholders of Broadstone and Vertical, certain regulatory
approvals, or satisfy other conditions to closing in the Agreement;
(4) the occurrence of any event, change, or other circumstance that
could give rise to the termination of the Agreement or could
otherwise cause the transaction to fail to close; (5) the ability
to implement business plans, forecasts and other expectations after
the completion of the business combination, and identify and
realize additional opportunities; (6) the potential inability of
Vertical to produce or launch aircraft in the volumes and on
timelines projected, (7) the potential inability of Vertical to
obtain the necessary certifications on the timelines projected; (8)
the potential that certain of Vertical's strategic partnerships may
not materialize into long-term partnership arrangements, (9) the
impact of COVID-19 on Vertical's business and/or the ability of the
parties to complete the proposed business combination; (10) the
inability to list Vertical's ordinary shares on the NYSE following
the proposed business combination; (11) the risk that the proposed
business combination disrupts current plans and operations as a
result of the announcement and consummation of the proposed
business combination; (12) the ability to recognize the anticipated
benefits of the proposed business combination, which may be
affected by, among other things, competition, the ability of
Vertical to grow and manage growth profitably, and retain its key
employees; (13) costs related to the proposed business combination;
(14) changes in applicable laws or regulations; (15) the
possibility that Vertical or Broadstone may be adversely affected
by other economic, business, and/or competitive factors; and (16)
other risks and uncertainties indicated from time to time in the
final prospectus of Broadstone for its initial public offering and
the proxy statement/prospectus relating to the proposed business
combination, including those under "Risk Factors" therein, and in
Broadstone's other filings with the SEC. Broadstone cautions that
the foregoing list of factors is not exclusive. Broadstone cautions
readers not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. Broadstone does
not undertake or accept any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
to reflect any change in its expectations or any change in events,
conditions, or circumstances on which any such statement is
based.